UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GRACO INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
384109 10 4
(CUSIP Number)
February 5, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(continued on following page(s))
Page 2 of 4
SCHEDULE 13G
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CUSIP NO.
384109 10 4
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Paul M. Torgerson
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
USA
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SOLE VOTING POWER
5
NUMBER OF None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY
1,425,263 (includes 1,290,463 shares held by the Trust
U/W Clarissa L. Gray and 134,800 shares held by
Greycoach Foundation of which Mr. Torgerson is a
director).
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EACH SOLE DISPOSITIVE POWER
7
REPORTING None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
8
WITH 1,425,263
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,425,263
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
4.6%
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TYPE OF REPORTING PERSON*
12
IN
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ITEM 1(a). Name of Issuer
Graco Inc.
ITEM 1(b). Address of Issuer's Principal Executive Offices
88 - 11/th/ Avenue, NE, Minneapolis, MN 55413-1894
ITEM 2(a). Names of Persons Filing
Paul M. Torgerson
ITEM 2(b). Address of principal business office
C/O Fairview Health Services, 2450 Riverside Avenue
Minneapolis, MN 55454-1395
ITEM 2(c). Citizenship
USA
ITEM 2(d). Title of Class of Securities
Common
ITEM 2(e). CUSIP Number
384109 10 4
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13(d)-2(b)
or (c), check whether the person filing it is a: Not applicable
___________________
ITEM 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned 1,425,263
(b) Percent of class 4.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 1,425,263
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of
1,425,263
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
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ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
ITEM 8. Identification and Classification of Members of the Group
Not Applicable, but see Item 2.
ITEM 9. Notice of Dissolution of Group
Not Applicable
ITEM 10. Certification
_____________________
The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having the purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 4, 2002
/s/ Paul M. Torgerson
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Paul M. Torgerson